Enhancement of Facility Website and Services

1. Enhancement of FacilityWebsite and Services Health Matters Community Hospital

2. Contract Negotiations HCH Participants: • John Goss, CEO • Nancy Casazza, CNO • Samantha Speaks, CMO • Ted Rutherford, Legal Web Works, LLC (WW) Participants: • Kevin Scharnhorst, CTO • Val Moore, Sales Representative • Russ Morcos, Legal

3. Mutual - Corrections

4. Mutual – Potential Conflict of Interest Remedied Solution: • John Goss, MD, COO was removed early on from the acquisition process to eliminate potential conflicts of interest with his Sister Val Moore. John Goss, CEO remains on the project and is not to be confused with COO that has the same name. • Val Moore will forfeit any commission on the project to avoid potential conflict from WW interest.

5. Discussion Agenda HCH Issues • Cost and Fee Schedule • Acceptance • License and Warranty WW Issues • Terms & Conditions • Measurements • Breach Conditions

6. HCH 1 – Cost and Fee Schedule Proposed cost estimates exceed budgetary allowance and are perceived to exceed fair market value in some cases and others functionality that was not requested was provided in estimates. Justification • Schedule B needs reworked and scope realigned to RFP. Excessive functionality quoted and potentially accounts for $200,000. • Terms and conditions are not correct as HCH deems as appropriate. No initial fee and monthly fees (not annual) and per quality gates Proposed • Terms are clarified and agreed upon – some missing some unclear • Renewal fee for licenses consistent with term – vs annual vs subscription • Add terms for change orders • HCH willing to pay $725,000 in one time fees • Annual fees not to exceed $11,000 and be inclusive of monthly subscription fee • Attach Statement of Work outlining agreed upon deliverables • Fee schedule to include a 20% non-refundable deposit upon execution of the agreement and 30% hold back which would be paid after final notice of acceptance BATNA • HCH per budget can afford up to $850,000 in one time fees and reoccurring fees not stipulated • Fee schedule can allow for 10% non-refundable deposit and 15% hold back

7. HCH 2 – Acceptance - Time Frame & Training The amount of time allowed under the proposed contract for acceptance testing by HCH will not allow for the thorough time required to go through acceptance criteria specified per the RFP. Justification • Since HCH is entering into a ASP / SaaS model, HCH needs sufficient time to test all integration points. • HIPAA compliance is an important consideration that requires further testing scenarios. • Testing scenarios must adequately ensure to test new functionality and regressive aspects that the software affects. • Training time requires further time and would be hard to accomplish in the proposed 10 days and 3 hours of one-on-one with 90 day advance notice inadequate to train onsite resources. Proposed • HCH shall have 90 days from the delivery date of the Vendor Solution. • Training approach shall be done in “train the trainer” format. BATNA • HCH can accept that 60 days will provide sufficient time with dedicated resources to go through the Acceptance Criteria Test Matrix per Appendix K of the RFP. • Where needed HCH can forgo “train the trainer” and require more one-on-one time.

8. HCH 2 – Acceptance – Maint & Support The proposed maintenance terms regarding upgrades and technical support will not accepted. Justification • Section 3.4 needs to be reworded to allow HCH to manage scheduled downtime and implementing system workarounds as a result of system updates. • HCH shall control scheduled system updates and WW will follow HCH change control policies for updates that need to be managed. • The parameters of the technical support do not justify the fees associated with the level of support Proposed • Vendor shall comply with HCH change control policies and provide documentation that proposed updates have been fully tested and that workarounds and other corrective measures are in place in case of system errors. • HCH will not be required to purchase any ancillary hardware or software • The vender agrees to provide unlimited telephone consultation, instruction, or support (including installation, setup, troubleshooting, and operational information) as it pertains to the RFP. BATNA • In cases of system failure, HCH will allow to system updates without notification or documentation. • HCH would be willing to increase the annual fees associated to provision for help desk support since $5000 was budget for a yearly subscription fee for technical support. This in addition to $6000 that covers annual SEO and hosting. • Three SPOCs will be established, issues will be prioritized, no limitations on amounts of calls but resolution will driven on severity to business.

9. HCH 3 – Terms and Conditions The proposed warranty periods are insufficient and lack adequate balance to the monetary costs of the system. Additionally, the warranty terms do not fully address HCH business and regulatory requirements. Justification • HCH proposes generally accepted warranty period of 2 years after the date of acceptance. • Further clarification and contract clause additions required under ‘Warranty’ section to meet business, legal and regulatory requirements Proposed • 24 month warranty from date of acceptance • ‘Solution Software’ section addition to ‘Section 7 Warranty’ • Additional contract Sections • Disabling Mechanisms section addition to ‘Section 7 Warranty’ • Third Party Software section addition to ‘Section 7 Warranty’ • Compliance with Law section addition to ‘Section 7 Warranty’ BATNA • 12 month warranty from date of acceptance will be acceptable. • Web Works will provide 72 hour notification prior to Solution disabling • Third Party Software and Compliance with the law are non-negotiable, if unable to reach an agreement will look to the second choice vendor

10. WW 1 – Terms and Conditions Some of the language in the contract is unreasonable in terms of interpreted language centered on downtime, uptime and warranty requirements. Justification • 100% uptime is not reasonable compared to industry practices. “Downtime” needs to be further defined and scheduled/unscheduled downtime windows articulated to greater length. • Warranty conditions require parameters specified for HCH to remain 1 major release version of all Vendor Solution software to exercise warranty benefits. If not kept up to date, outdated technologies either software or hardware could cause result in Solution failure which Vendor cannot be responsible for. • Licensing needs to be based on concurrent models and be limited to 1,000 to scale to hosting specifications. Proposed • 98% uptime with metrics to track downtime incidents and uptime statistics. • World-wide concurrent licensing and access by affiliates, customers, HCH locations and partners. BATNA • 99.5% uptime with metrics to be tracked by HCH and made available to WW. • Current within 2 major versions • 2,000 concurrent users

11. WW 2 –Return on Investment Warranty Proposed that the Vendor solution will increase HCH operational budget. The increase of ROI by 5% within 3 years of use is unacceptable Justification • The website is predominately informative and passive and does not generate income Proposed • WW cannot guarantee ROI percentage • WW will partner with HCH to develop metrics that are traceable in helping to identify website visitors and improving to direct them to the functional tools within their website application. • WW will empower HCH with training around strategies in improving the volume of visits. • WW will work with HCH to review month to month reports to help establish target goals to help increase ROI. BATNA • SEO reports will be provided to analyze conversion rates from visits to online bill pay, eRecruiting, Physician Referral. • WW will develop reports to capture metrics for the clicks taken to access specific areas of website.

12. WW 3 – Breach Conditions Monetary penalties specified in contract need to have capitation limits specified Justification • Project target day delays and graduating penalties to be fixed. Incentives offered for early or on-time delivery. • Remedy conditions are excessive on liquidated minimum damage amounts. • Access to Escrow on the provision of 1 day of downtime is unreasonable as well as the lack of limitations to the access. Such access and ability to modify source code for release introduces further risk which Vendor cannot warranty. Proposed • No penalties incurred for late project delivery. • Remedy liquidation amounts to be visited per incident with a not to exceed clause. • Temporary access to Escrow to be provisioned by 7 days of continued down time and acceptance testing done by both Vendor and HCH. BATNA • Fixed penalty schedule for project delay caused by Vendor. • Remedy liquidation amounts to be fixed but lower fee. • Temporary access to Source Code Escrow to be 3 consecutive days with mutual acceptance testing.

13. Summary • Inaccurate information corrected in advance and approved for final change. • Only major issues were covered during todays agenda • List of remaining minor/major issues will be collected on by both organizations, categorized and submitted for additional review session. • Contract will be revised following next collaboration session and submitted for final review session and signing.

14. Works Cited Overly, M., & Kalyvas, J. (2004). Software Agreements Line by Line: A Detailed Look at Software Contracts and Licenses & How to Change Them to Fit Your Needs.Aspatore Books.